Eclipse Resources Corporation (NYSE:ECR) (the “Company” or
“Eclipse Resources”) today announced its third quarter 2018
financial and operational results. Additionally, the Company has
updated guidance for the full year 2018.
Third Quarter 2018 Highlights:
- Average net daily production was 346.4
MMcfe per day, consisting of 72% natural gas and 28% liquids.
- Realized an average natural gas price,
before the impact of cash settled derivatives and firm
transportation expenses, of $2.86 per Mcf, a $0.04 per Mcf discount
to the average monthly NYMEX settled natural gas price during the
quarter.
- Realized an average oil price, before
the impact of cash settled derivatives, of $63.24 per barrel, a
$6.45 per barrel discount to the average daily NYMEX WTI oil price
during the quarter.
- Realized an average natural gas liquids
(“NGL”) price, before the impact of cash settled derivatives, of
$27.66 per barrel, or approximately 40% of the average daily NYMEX
WTI oil price during the quarter.
- Per unit cash production costs
(including lease operating, transportation, gathering and
compression, production and ad valorem taxes) were $1.46 per Mcfe,
including $0.48 per Mcfe in firm transportation expenses.
- Net income for the third quarter of
2018 was $4.0 million and Adjusted EBITDAX1 for the third quarter
of 2018 was $66.8 million.
- The Company commenced drilling 5 gross
(2.2 net) operated wells, commenced completions of 8 gross (3.5
net) operated wells and turned to sales 13 gross (6.8 net) operated
Utica Shale wells
- The Company turned to sales its first
Utica Shale well in its “Flat Castle” project area in northern
Pennsylvania, with a completed lateral length of approximately
13,800 feet. After cleaning up the well has consistently produced
at the Company’s target rate of approximately 32 MMcf per day and
appears to be performing ahead of the Company’s expectations over
the first 35 days of production.
Blue Ridge Mountain Resources Transaction Update:
- Progress on the merger closing is
continuing as planned and the Company expects to close the
transaction during the fourth quarter of this year.
- Pending completion of the merger, the
Company has received nonbinding commitments supporting an increase
in the Company’s revolving credit facility borrowing base of $150
million to $375 million, while extending the maturity of the credit
facility to five years from the close.
1
Non-GAAP measure. See reconciliation for
details
Benjamin W. Hulburt, Chairman, President and CEO, commented on
the Company’s third quarter 2018 results, “This quarter’s results
represent yet another solid performance by our team with our
continued focus on execution, innovation and efficiency, which
resulted in the Company delivering what we believe to be another
tremendous quarter with cash flows above expectations, continued
improvement in production and operating expenses and strong well
performance in all our project areas.
“We are very excited about the strong initial production results
achieved in our first Utica Shale well in our 'Flat Castle' project
area in northern Pennsylvania. After initial cleanup the well’s
production quickly achieved our target rate of approximately 32
MMcf per day which was expected to continue for an initial flat
period of 30 days. The well’s production continued at this level
after reaching the 30 day period which is encouraging to us and we
will be continuing to monitor this well’s performance closely. In
our southeast Ohio Utica Shale dry gas project area, our four well
'Yellow Rose' pad began flowing to sales during third quarter and
reached a combined target production rate of approximately 170 MMcf
per day, with two of these wells producing approximately 50 MMcf
per day each.
“We continue to remain pleased with the performance of the
Marcellus wells in our stacked pay area in eastern Monroe County,
Ohio. Since coming on line in January of this year, the two
Marcellus wells drilled on the David Stalder pad have continued to
significantly outperform expectations and are on track to exceed
our previously issued type curve EUR for this area, further
de-risking the acreage. In addition, our recent round of Guernsey
County condensate wells have turned to sales at or above
expectations from initial gas rates and condensate yields, allowing
Eclipse to remain one of the highest liquid concentrated producers
in the basin with approximately 48% of our revenue derived from
liquids production.
“For the third quarter of 2018, the Company was able to achieve
record revenue of $130.1 million, a 42% increase over the third
quarter of 2017, while also posting a 46% increase in adjusted
EBITDAX1 over the third quarter of 2017, which came in at a new
Company record of $66.8 million. We continued to capitalize on our
industry leading well costs and operational capabilities, while our
cash production costs of $1.46 per Mcfe showed quarter over quarter
improvement, which now include utilizing our recently added Rover
firm transportation capacity. From a capital spending perspective,
the Company is continuing to manage its capital expenditure plan
consistent with the revised approximately $250 million guidance
that was previously provided, and based our year to date
performance and our expected performance in the fourth quarter, we
have increased our production guidance for the year from
approximately 330 MMcfe per day to approximately 340 MMcfe per day
at the midpoint.”
1
Non-GAAP measure. See reconciliation for
details
Merger Update
As an update regarding the previously announced merger agreement
between Eclipse Resources and Blue Ridge Mountain Resources, both
companies are continuing to make significant progress on a number
of items related to the transaction. The Company is pleased to
announce that the proposed increase in the revolving credit
facility to $375 million from $225 million has received nonbinding
commitments supporting the increase and an extending the maturity
to five years from the close, subject to documentation and merger
closing. Eclipse Resources has filed its Form S-4 registration
statement to register the offer and sale of Company common stock as
consideration in the transaction with the Securities and Exchange
Commission and continues to anticipate the closing of the
transaction during the fourth quarter of 2018.
Earlier this week Blue Ridge Mountain Resources provided updated
guidance for the full year of 2018. For the fourth quarter of 2018
the guidance implies they are expecting to produce approximately
187-212 MMcfe per day and achieve an EBITDAX of approximately
$30-$40 million. Assuming they are able to achieve these forecasts,
and utilizing our implied fourth quarter guidance, the pro forma
merged company would be expected to have combined production of
approximately 560-600 MMcfe per day and EBITDAX of $100-$115
million in the fourth quarter of this year excluding any cost
saving synergies that will result from the merger.
Operational Discussion
The Company’s production for the three and nine months ended
September 30, 2018 and 2017 is set forth in the following
table:
Three Months Ended Nine Months
Ended September 30, September 30, 2018
2017 2018 2017
Production: Natural gas (MMcf)
22,979.7 26,716.4 63,308.4 66,225.8 NGLs (Mbbls) 906.4 675.6
2,492.6 2,002.7 Oil (Mbbls) 574.8 281.3
1,629.4 1,083.2 Total (MMcfe) 31,866.9 32,457.8 88,040.4
84,741.2
Average daily production volume: Natural gas
(Mcf/d) 249,779 290,396 231,899 242,585 NGLs (Bbls/d) 9,852 7,343
9,130 7,336 Oil (Bbls/d) 6,248 3,058 5,968
3,968 Total (MMcfe/d) 346.4 352.8 322.5 310.4
Market Conditions
Prices for various quantities of natural gas, NGLs and oil that
we produce significantly impact our revenues and cash flows. Prices
for commodities, such as hydrocarbons, are inherently volatile. The
following table lists average daily, high, low and average monthly
settled NYMEX Henry Hub prices for natural gas and average daily,
high and low NYMEX WTI prices for oil for the three and nine months
ended September 30, 2018 and 2017:
Three Months Ended Nine Months
Ended September 30, September 30, 2018
2017 2018 2017
NYMEX Henry Hub High ($/MMBtu) $ 3.12 $ 3.18 $ 6.24 $ 3.71 NYMEX
Henry Hub Low ($/MMBtu) 2.73 2.76 2.49 2.44 Average Daily NYMEX
Henry Hub ($/MMBtu) 2.93 2.95 2.95 3.01 Average Monthly Settled
NYMEX Henry Hub ($/MMBtu) 2.90 3.00 2.90 3.17 NYMEX WTI High
($/Bbl) $ 74.19 $ 52.14 $ 77.41 $ 54.48 NYMEX WTI Low ($/Bbl) 65.07
44.25 59.20 42.48 Average Daily NYMEX WTI ($/Bbl) 69.69 48.18 66.93
49.30
Financial Discussion
Revenue for the three months ended September 30, 2018
totaled $130.1 million, compared to $91.5 million for the three
months ended September 30, 2017. Adjusted Revenue2, which
includes the impact of cash settled derivatives and excludes
brokered natural gas and marketing revenue, totaled $121.8 million
for the three months ended September 30, 2018 compared to
$93.1 million for the three months ended September 30, 2017.
Net Income for the three months ended September 30, 2018 was
$4.0 million, or $0.01 per share, compared to Net Loss of ($16.7)
million, or $(0.06) per share, for the three months ended
September 30, 2017. Adjusted Net Income2 (Loss) for the three
months ended September 30, 2018 was $11.1 million, or $0.04
per share, compared to $(5.8) million, or $(0.02) per share, for
the three months ended September 30, 2017. Adjusted EBITDAX2
was $66.8 million for the three months ended September 30,
2018 compared to $45.9 million for the three months ended
September 30, 2017.
2
Adjusted Revenue, Adjusted Net Income
(Loss) and Adjusted EBITDAX are non-GAAP financial measures. Tables
reconciling Adjusted Revenue, Adjusted Net Income (Loss) and
Adjusted EBITDAX to the most directly comparable GAAP measures can
be found at the end of the financial statements included in this
press release.
Average realized price calculations for the three and nine
months ended September 30, 2018 and 2017 are set forth in the
table below:
Three Months Ended Nine Months
Ended September 30, September 30, 2018
2017 2018 2017
Average realized price (excluding cash
settled derivatives and firm transportation)
Natural gas ($/Mcf) $ 2.86 $ 2.47 $ 2.82 $ 2.83 NGLs ($/Bbl) 27.66
20.34 25.48 20.95 Oil ($/Bbl) 63.24 42.08 60.42 44.26 Total average
prices ($/Mcfe) 3.99 2.82 3.87 3.27
Average realized price (including cash
settled derivatives, excluding firm transportation)
Natural gas ($/Mcf) $ 2.89 $ 2.55 $ 2.92 $ 2.78 NGLs ($/Bbl) 27.66
19.52 25.11 19.99 Oil ($/Bbl) 52.67 42.42 52.32 44.41 Total average
prices ($/Mcfe) 3.82 2.87 3.78 3.21
Average realized price (including firm
transportation, excluding cash settled derivatives)
Natural gas ($/Mcf) $ 2.19 $ 2.13 $ 2.28 $ 2.39 NGLs ($/Bbl) 27.66
20.34 25.48 20.95 Oil ($/Bbl) 63.24 42.08 60.42 44.26 Total average
prices ($/Mcfe) 3.51 2.54 3.48 2.93
Average realized price (including cash
settled derivatives and firm transportation)
Natural gas ($/Mcf) $ 2.22 $ 2.20 $ 2.38 $ 2.34 NGLs ($/Bbl) 27.66
19.52 25.11 19.99 Oil ($/Bbl) 52.67 42.42 52.32 44.41 Total average
prices ($/Mcfe) 3.34 2.59 3.39 2.87
Per unit cash production costs, which include $0.48 per Mcfe of
firm transportation expense, were $1.46 per Mcfe for the third
quarter of 2018 and increased by 24% compared to the third quarter
of 2017. The Company’s cash production costs (which include lease
operating, transportation, gathering and compression, production
and ad valorem taxes) are shown in the table below.
General and administrative expense was $12.9 million and $11.3
million for the three months ended September 30, 2018 and
2017, respectively and is shown in the table below. Cash general
and administrative expense3, which exclude stock-based compensation
expense, were $7.8 million (which includes $3.0 million of
transaction related costs) and $8.9 million for the three months
ended September 30, 2018 and 2017 respectively. General and
administrative expense per Mcfe was $0.41 in the three months ended
September 30, 2018 compared to $0.35 in the three months ended
September 30, 2017. Cash general and administrative expense3
per Mcfe was $0.24 in the three months ended September 30,
2018 compared to $0.27 in the three months ended September 30,
2017.
3
Cash general and administrative expense is
a non-GAAP financial measure. A table reconciling cash general and
administrative expense to the most directly comparable GAAP measure
can be found at the end of the financial statements included in
this press release.
Three Months Ended Nine
Months Ended September 30, September 30,
2018 2017 2018
2017 Operating expenses (in thousands): Lease
operating $ 5,312 $ 5,032 $ 22,026 $ 11,943 Transportation,
gathering and compression 39,066 30,869 98,126 92,715 Production
and ad valorem taxes 2,604 2,427 7,226 6,391 Depreciation,
depletion and amortization 34,270 35,588 98,186 86,929 General and
administrative 12,937 11,347 33,391 32,209
Operating expenses
per Mcfe: Lease operating $ 0.17 $ 0.16 $ 0.25 $ 0.14
Transportation, gathering and compression 1.21 0.95 1.11 1.10
Production and ad valorem taxes 0.08 0.07 0.08 0.08 Depreciation,
depletion and amortization 1.08 1.10 1.12 1.03 General and
administrative 0.41 0.35 0.38 0.38
Capital Expenditures
Third quarter 2018 capital expenditures were $63.2 million,
including $56.9 million for drilling and completions, $2.6 million
for midstream expenditures, $3.8 million for land-related
expenditures, and $(0.1) million for corporate-related
expenditures.
During the third quarter of 2018, the Company commenced drilling
5 gross (2.2 net) operated wells, commenced completions of 8 gross
(3.5 net) operated wells and turned to sales 13 gross (6.8 net)
operated Utica Shale wells.
Financial Position and
Liquidity
As of September 30, 2018, the Company’s liquidity was $98.8
million, consisting of $6.4 million in cash and cash equivalents
and $92.4 million in available borrowing capacity under the
Company’s revolving credit facility (after giving effect to
outstanding letters of credit issued by the Company of $33.6
million and $99 million in outstanding borrowings).
Subsequent to September 31, 2018, the Company borrowed $10
million under its revolving credit facility, which reduced the
available borrowing capacity to $82.4 million.
Matthew R. DeNezza, Executive Vice President and Chief Financial
Officer, commented, “We are again pleased with the level of
adjusted EBITDAX generated in the third quarter and continue to
anticipate strong cash flow growth in the full year 2018. From a
pricing perspective, the gas marketing team was able to continue to
capture a strong differential through the optimization of our
natural gas through the utilization of other operator’s unutilized
firm transportation capacity and the continued use of our TCO and
Rover pipeline capacity.”
Commodity Derivatives
The Company engages in a number of different commodity trading
program strategies as a risk management tool to attempt to mitigate
the potential negative impact on cash flows caused by price
fluctuations in natural gas, NGL and oil prices. Below is a table
that illustrates the Company’s hedging activities as of
September 30, 2018:
Natural Gas Derivatives
Volume Weighted Average
Description (MMBtu/d) Production Period
Price ($/MMBtu) Natural Gas Swaps: 30,000
October 2018 – March 2019 $ 2.90 20,000 October 2018 – December
2018 $ 2.80 40,000 October 2018 – December 2019 $ 2.80 50,000
January 2019 – December 2019 $ 2.87
Natural Gas Three-way
Collars: Floor purchase price (put) 30,000 October 2018 – March
2019 $ 3.00 Ceiling sold price (call) 30,000 October 2018 – March
2019 $ 3.40 Floor sold price (put) 30,000 October 2018 – March 2019
$ 2.50 Floor purchase price (put) 40,000 October 2018 – December
2018 $ 3.11 Floor purchase price (put) 60,000 October 2018 –
December 2018 $ 2.80 Ceiling sold price (call) 100,000 October 2018
– December 2018 $ 3.36 Floor sold price (put) 100,000 October 2018
– December 2018 $ 2.50 Floor purchase price (put) 20,000 October
2018 – December 2019 $ 2.75 Ceiling sold price (call) 20,000
October 2018 – December 2019 $ 3.10 Floor sold price (put) 20,000
October 2018 – December 2019 $ 2.30 Floor purchase price (put)
57,500 January 2019 – December 2019 $ 2.72 Ceiling sold price
(call) 57,500 January 2019 – December 2019 $ 3.02 Floor sold price
(put) 57,500 January 2019 – December 2019 $ 2.30
Natural Gas
Call/Put Options: Call sold 40,000 October 2018 – December 2018
$ 3.75 Call sold 30,000 January 2019 – March 2019 $ 3.50 Call sold
30,000 April 2019 – December 2019 $ 3.00 Call sold 10,000 January
2019 – December 2019 $ 4.75
Basis Swaps: Appalachia -
Dominion 12,500 April 2019 – October 2019 $ (0.52 ) Appalachia -
Dominion 12,500 April 2020 – October 2020 $ (0.52 ) Appalachia –
Dominion 20,000 January 2020 – December 2020 $ (0.59 )
Oil Derivatives
Volume Weighted Average Description
(Bbls/d) Production Period Price ($/Bbl)
Oil Swaps: 1,000 October 2018 – March 2019 $ 61.00
Oil
Three-way Collars: Floor purchase price (put) 4,000 October
2018 – December 2018 $ 45.00 Ceiling sold price (call) 4,000
October 2018 – December 2018 $ 53.47 Floor sold price (put) 4,000
October 2018 – December 2018 $ 35.00 Floor purchase price (put)
2,000 January 2019 – December 2019 $ 50.00 Ceiling sold price
(call) 2,000 January 2019 – December 2019 $ 60.56 Floor sold price
(put) 2,000 January 2019 – December 2019 $ 40.00
Guidance
The Company has also updated full year 2018 guidance as set
forth in the table below:
FY 2018 Production
MMcfe/d 337 - 342 % Gas 71% - 75% % NGL 13% - 17% % Oil 10% - 13%
Gas Price Differential ($/Mcf)1,2 $(0.10) - $(0.15) Oil
Differential ($/Bbl)1 $(6.25) - $(6.75) NGL Prices (% of WTI)1 35%
- 40% Cash Production Costs ($/Mcfe)3 $1.45 - $1.50 Cash G&A
($mm)4 $34 - $35 CAPEX ($mm) ~$250
1
Excludes impact of hedges
2
Excludes the cost of firm
transportation
3
Includes lease operating, transportation,
gathering and compression, production and ad valorem taxes
4
Non-GAAP financial measure which excludes
non-cash compensation and merger related expenses, see
reconciliation to the most comparable GAAP measure at the end of
the financial statements included in this press release
Conference Call
A conference call to review the Company’s third quarter
financial and operational results is scheduled for Thursday,
November 1, 2018 at 10:00 a.m. Eastern Time. To participate in the
call, please dial 877-709-8150 or 201-689-8354 for international
callers and reference Eclipse Resources Third Quarter 2018 Earnings
Call. A replay of the call will be available through January 2,
2019. To access the phone replay dial 877-660-6853 or 201-612-7415
for international callers. The conference ID is 13683907. A live
webcast of the call may be accessed through the Investor Center on
the Company’s website at www.eclipseresources.com. The webcast will
be archived for replay on the Company’s website for six months.
ECLIPSE RESOURCES CORPORATION CONDENSED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share
amounts)
(Unaudited)
September 30, December 31, 2018
2017 ASSETS CURRENT ASSETS Cash and cash
equivalents $ 6,412 $ 17,224 Accounts receivable 125,285 77,609
Assets held for sale — 206 Other current assets 7,266
12,023 Total current assets 138,963 107,062
PROPERTY AND
EQUIPMENT Oil and natural gas properties, successful efforts
method: Unproved properties 485,123 459,549 Proved oil and gas
properties, net 802,026 647,881 Other property and equipment, net
6,618 6,942 Total property and equipment, net
1,293,767 1,114,372
OTHER NONCURRENT ASSETS Other
assets 1,499 2,093
TOTAL ASSETS $
1,434,229 $ 1,223,527 LIABILITIES
AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts
payable $ 94,586 $ 76,174 Accrued capital expenditures 11,619
10,658 Accrued liabilities 62,077 41,662 Accrued interest payable
10,866 21,100 Total current liabilities 179,148
149,594
NONCURRENT LIABILITIES Debt, net of
unamortized discount and debt issuance costs 497,087 495,021 Credit
facility 99,000 — Asset retirement obligations 6,903 6,029 Other
liabilities 2,816 529 Total liabilities 784,954
651,173
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS'
EQUITY Preferred stock, 50,000,000 authorized, no shares issued
and outstanding — —
Common stock, $0.01 par value,
1,000,000,000 authorized, 302,535,938 and 262,740,355 shares issued
and outstanding, respectively
3,043 2,637 Additional paid in capital 2,063,396 1,967,958 Treasury
stock, shares at cost; 1,747,624 and 992,315 shares, respectively
(3,357 ) (2,096 ) Accumulated deficit (1,413,807 )
(1,396,145 ) Total stockholders' equity 649,275
572,354
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $
1,434,229 $ 1,223,527
ECLIPSE RESOURCES CORPORATION CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For the Three Months Ended For the Nine Months
Ended September 30, September 30, 2018
2017 2018 2017 REVENUES
Natural gas, oil and natural gas liquids sales $ 127,179 $ 91,549 $
340,620 $ 277,174 Brokered natural gas and marketing revenue
2,944 — 3,318 2,428 Total revenues 130,123
91,549 343,938 279,602
OPERATING EXPENSES Lease
operating 5,312 5,032 22,026 11,943 Transportation, gathering and
compression 39,066 30,869 98,126 92,715 Production and ad valorem
taxes 2,604 2,427 7,226 6,391 Brokered natural gas and marketing
expense 3,237 8 3,715 2,474 Depreciation, depletion and
amortization 34,270 35,588 98,186 86,929 Exploration 11,328 8,937
36,227 29,514 General and administrative 12,937 11,347 33,391
32,209 Accretion of asset retirement obligations 169 143 486 395
(Gain) loss on sale of assets 6 (13 ) (1,814 )
(12 ) Total operating expenses 108,929 94,338
297,569 262,558
OPERATING INCOME (LOSS)
21,194 (2,789 ) 46,369 17,044
OTHER INCOME (EXPENSE) Gain (loss) on derivative instruments
(3,263 ) (1,889 ) (24,055 ) 41,385 Interest expense, net (13,932 )
(12,016 ) (39,975 ) (36,763 ) Other income (expense) (1 )
— (1 )
(19
)
Total other income (expense), net (17,196 ) (13,905 )
(64,031 ) 4,603
INCOME (LOSS) BEFORE INCOME
TAXES 3,998 (16,694 ) (17,662
) 21,647 INCOME TAX BENEFIT (EXPENSE)
— — — — NET
INCOME (LOSS) $ 3,998 $ (16,694
) $ (17,662 ) $ 21,647
NET INCOME (LOSS) PER COMMON SHARE Basic
$
0.01 $ (0.06 ) $ (0.06
) $ 0.08 Diluted
$ 0.01 $
(0.06 ) $ (0.06 ) $
0.08 WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic
302,154 262,586 299,212 262,044
Diluted
302,548 262,586 299,212 264,717
Adjusted Revenue
Adjusted revenue is a non-GAAP financial measure. The Company
defines adjusted revenue as follows: total revenues plus net cash
receipts or payments on settled derivative instruments less
brokered natural gas and marketing revenue. The Company believes
adjusted revenue provides investors with helpful information with
respect to the performance of the Company’s operations and
management uses adjusted revenue to evaluate its ongoing operations
and for internal planning and forecasting purposes. See the table
below, which reconciles adjusted revenue and total revenues.
For the Three Months Ended For the
Nine Months Ended September 30, September 30, $
thousands
2018 2017 2018
2017 Total revenues $ 130,123 $ 91,549 $ 343,938 $ 279,602
Net cash receipts (payments) on derivative instruments (5,377 )
1,585 (7,724 ) (5,048 ) Brokered natural gas and marketing revenue
(2,944 ) — (3,318 ) (2,428 )
Adjusted revenue $ 121,802 $
93,134 $ 332,896 $ 272,126
Adjusted Net Income
(Loss)
Adjusted net income (loss) represents income (loss) before
income taxes adjusted for certain non-cash items as set forth in
the table below. We believe adjusted net income (loss) is used by
many investors and published research in making investment
decisions and evaluating operational trends of the Company and its
performance relative to other oil and gas producing companies.
Adjusted net income (loss) is not a measure of net income (loss) as
determined by GAAP. See the table below for a reconciliation of
adjusted net income (loss) and net income (loss).
Three Months Ended Nine Months Ended
September 30, September 30, $ thousands
2018
2017 2018 2017 Income (loss)
before income taxes, as reported $ 3,998 $ (16,694 ) $ (17,662 ) $
21,647 (Gain) loss on derivative instruments 3,263 1,889 24,055
(41,385 ) Net cash receipts (payments) on derivative instruments
(5,377 ) 1,585 (7,724 ) (5,048 ) Dry hole and other 93 889 189
1,831 Stock-based compensation 2,171 2,428 6,131 6,857 Impairment
of unproved properties 6,971 4,125 20,638 12,375 Other (income)
expense 1 — 1 19 (Gain) loss on sale of assets 6 (13
) (1,814 ) (12 ) Loss before income taxes, as
adjusted 11,126 (5,791 ) 23,814 (3,716
)
Adjusted net income (loss) $ 11,126 $
(5,791 ) $ 23,814 $
(3,716 ) Net income (loss) per Common
Share Basic
$ 0.01 $ (0.06 )
$ (0.06 ) $ 0.08 Diluted
$ 0.01 $ (0.06 ) $
(0.06 ) $ 0.08 Adjusted net
income (loss) per Common Share Basic
$ 0.04
$ (0.02 ) $ 0.08 $
(0.01 ) Diluted
$ 0.04 $
(0.02 ) $ 0.08 $ (0.01
) Weighted Average Common Shares Outstanding
Basic
302,154 262,586 299,212 262,044
Diluted
302,548 262,586 299,212 264,717
Adjusted EBITDAX
Adjusted EBITDAX is a supplemental non-GAAP measure that is used
by the Company to evaluate its financial results. The Company
defines Adjusted EBITDAX as net income or loss before interest
expense; income taxes; impairments; depreciation, depletion and
amortization (“DD&A”); gain (loss) on derivative instruments,
net cash receipts (payments on settled derivative instruments, and
premiums (paid) received on options that settled during the
period); non-cash compensation expense; gain or loss from sale of
interest in gas properties; exploration expenses; and other unusual
or infrequent items set forth in the table below. Adjusted EBITDAX
is not a measure of net income or loss as determined by GAAP. See
the table below for a reconciliation of Adjusted EBITDAX to net
income or net loss.
Three Months Ended Nine Months Ended
September 30, September 30, $ thousands
2018
2017 2018 2017 Net income
(loss) $ 3,998 $ (16,694 ) $ (17,662 ) $ 21,647 Depreciation,
depletion and amortization 34,270 35,588 98,186 86,929 Exploration
expense 11,328 8,937 36,227 29,514 Stock-based compensation 2,171
2,428 6,131 6,857 Accretion of asset retirement obligations 169 143
486 395 (Gain) loss on sale of assets 6 (13 ) (1,814 ) (12 ) (Gain)
loss on derivative instruments 3,263 1,889 24,055 (41,385 ) Net
cash receipts (payments) on settled derivatives (5,377 ) 1,585
(7,724 ) (5,048 ) Interest expense, net 13,932 12,016 39,975 36,763
Merger related expenses 2,993 — 2,993 — Other (income) expense
1 — 1 19
Adjusted EBITDAX
$ 66,754 $ 45,879 $
180,854 $ 135,679
Cash General and Administrative
Expenses
Cash General and Administrative Expenses is a non-GAAP financial
measure used by the Company in the Guidance Table to provide a
measure of administrative expenses used by many investors and
published research in making investment decisions and evaluating
operational trends of the Company. See the table below for a
reconciliation of Cash General and Administrative Expenses and
General and Administrative Expenses.
Guidance For the Three Months
For the Three Months Ended September 30, Ended
September 30, For the Year Ending
$ thousands
2018 2017 December 31, 2018
General and administrative expenses,
estimated to be reported
$ 12,937 $ 11,347 $45,500 - $50,000 Stock-based compensation
expense (2,171 ) (2,428 ) (8,500 - 10,500) Cash
general and administrative expenses $ 10,766 $ 8,919 $37,000 -
$39,500 Merger related expenses (2,993 ) — (3,000 -
4,500) Cash general and administrative expenses, excluding merger
related expenses $ 7,773 $ 8,919 $34,000 - $35,000
About Eclipse Resources
Eclipse Resources is an independent exploration and production
company engaged in the acquisition and development of oil and
natural gas properties in the Appalachian Basin, including the
Utica and Marcellus Shales. For more information, please visit the
Company’s website at www.eclipseresources.com.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction (the “Transaction”) between Eclipse Resources
Corporation (“Eclipse Resources”) and Blue Ridge Mountain
Resources, Inc. (“Blue Ridge”). This communication is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, pursuant
to the Transaction or otherwise, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to
Find It
In connection with the Transaction, Eclipse Resources filed with
the SEC a registration statement on Form S-4 on October 12,
2018 that includes a preliminary consent solicitation
statement of Blue Ridge and a preliminary information statement of
Eclipse Resources and that also constitutes a preliminary
prospectus of Eclipse Resources. Eclipse Resources will also file
other documents with the SEC regarding the Transaction, including
the definitive consent solicitation statement/information
statement/prospectus. The information in the preliminary consent
solicitation statement/information statement/prospectus is not
complete and may be changed. The definitive consent solicitation
statement/information statement/prospectus will be sent to the
stockholders of Eclipse Resources and Blue Ridge. This document is
not a substitute for the registration statement and preliminary
consent solicitation statement/information statement/prospectus
filed with the SEC, including any amendments or supplements
thereto, or any other documents that Eclipse Resources may file
with the SEC or that Eclipse Resources or Blue Ridge may send to
stockholders of Eclipse Resources or Blue Ridge in connection with
the Transaction. INVESTORS AND SECURITY HOLDERS OF ECLIPSE
RESOURCES AND BLUE RIDGE ARE URGED TO READ
THE REGISTRATION STATEMENT, THE PRELIMINARY CONSENT
SOLICITATION STATEMENT/INFORMATION STATEMENT/PROSPECTUS, THE
DEFINITIVE CONSENT SOLICITATION STATEMENT/INFORMATION
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders are able to obtain free copies of
the registration statement and the preliminary consent solicitation
statement/information statement/prospectus and all other documents
filed or that will be filed with the SEC by Eclipse Resources
through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by Eclipse Resources will be made
available free of charge on Eclipse Resources’ website at
www.eclipseresources.com or by contacting Eclipse Resources’
Investor Relations Department by phone at 814-325-2059.
Participants in
Solicitation
Eclipse Resources, Blue Ridge and certain of their respective
directors, executive officers and members of management and
employees may be deemed to be participants in the solicitation of
consents from the holders of Blue Ridge’s common stock in respect
to the Transaction.
Information regarding Eclipse Resources’ directors and executive
officers is contained in Eclipse Resources’ Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Information regarding Blue
Ridge’s directors and executive officers is contained in the
preliminary consent solicitation statement/information
statement/prospectus and other relevant materials filed with the
SEC. You can obtain a free copy of these documents at the SEC’s
website at www.sec.gov or by accessing Eclipse Resources’ website
at www.eclipseresources.com.
Investors may obtain additional information regarding the
interests of those persons who may be deemed participants in the
Transaction by reading the preliminary consent solicitation
statement/information statement/prospectus, the definitive consent
solicitation statement/information statement/prospectus when it
becomes available, and other relevant documents filed with the SEC
regarding the Transaction when they become available. You may
obtain free copies of these documents as described above.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). All statements, other than statements
of historical fact included in this press release, regarding, among
other things, strategy, future operations, financial position,
estimated revenues and income/losses, projected costs and capital
expenditures, prospects, plans and objectives of management are
forward-looking statements. When used in this press release, the
words “plan,” “endeavor,” “will,” “would,” “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. These forward-looking statements are based on
Eclipse Resources’ and Blue Ridge’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. When considering forward-looking statements, you should
keep in mind the risk factors and other cautionary statements
described in the consent solicitation statement/information
statement/prospectus and under Item 1A. Risk Factors in Eclipse
Resources’ Annual Report on Form 10-K filed with the Securities
Exchange Commission on March 2, 2018 (the “2017 Annual Report”) and
in Eclipse Resources’ Quarterly Reports on Form 10-Q.
With respect to the proposed Transaction described herein,
forward-looking statements may include, but are not limited to,
statements regarding the expected timing and likelihood of the
completion of the Transaction; the timing, receipt and anticipated
terms and conditions of any required governmental and regulatory
approvals for the Transaction; the ability to complete the
Transaction considering the various closing conditions, including
approval by Blue Ridge’s stockholders; pro forma descriptions of
the combined company and its operations, integration and transition
plans, synergies, cost savings, opportunities and anticipated
future performance; the benefits of the Transaction and its impact
on the combined company’s business, operations, assets, results of
operations, liquidity and financial position; and any statements of
assumptions underlying any of the foregoing. In addition,
forward-looking statements may include statements about business
strategy; reserves and potential resources; general economic
conditions; financial strategy, liquidity and capital required for
developing properties and timing related thereto; realized natural
gas, natural gas liquids and oil prices; timing and amount of
future production of natural gas, natural gas liquids and oil;
hedging strategy and results; future drilling plans; competition
and government regulations, including those related to hydraulic
fracturing; the anticipated benefits under commercial agreements;
marketing of natural gas, natural gas liquids and oil; leasehold
and business acquisitions; the costs, terms and availability of
gathering, processing, fractionation and other midstream services;
the costs, terms and availability of downstream transportation
services; general economic conditions; credit markets; uncertainty
regarding future operating results, including initial production
rates and liquid yields in type curve areas; and plans, objectives,
expectations and intentions contained in this press release that
are not historical, including, without limitation, the guidance set
forth herein.
Eclipse Resources and Blue Ridge caution you that the
forward-looking statements pertaining to the proposed Transaction
described herein are subject to risks and uncertainties related to
the benefits from, or completion of, the proposed Transaction,
including, without limitation, failure to satisfy any of the
conditions precedent to the proposed Transaction (including the
possibility that stockholders of Blue Ridge may not approve the
Transaction), disruption of management time from ongoing business
operations due to the Transaction, adverse effects on the market
price of the common stock of Eclipse Resources or Blue Ridge and on
either company’s operating results because of a failure to complete
the proposed Transaction or because of any announcements related to
the Transaction, adverse effects on the ability of Eclipse
Resources and Blue Ridge to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and
customers, failure to realize the expected benefits of the proposed
Transaction, negative effects of announcement or consummation of
the proposed Transaction on the market price of the common stock of
Eclipse Resources or Blue Ridge, and significant transaction costs,
unknown liabilities and/or unanticipated expenses such as
litigation expenses. In addition, if and when the proposed
Transaction is consummated, there will be risks and uncertainties
related to the combined company’s ability to successfully integrate
the operations of Eclipse Resources and Blue Ridge, including the
risk that the combined company may not operate as effectively and
efficiently as expected, may be unable to achieve synergies or may
take longer than expected to achieve synergies. In addition, all
forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond
the control of Eclipse Resources and Blue Ridge, incident to the
exploration for and development, production, gathering and sale of
natural gas, natural gas liquids and oil. These risks include, but
are not limited to, legal and environmental risks, drilling and
other operating risks, regulatory changes, commodity price
volatility and declines in the price of natural gas, natural gas
liquids and oil, inflation, lack of availability of drilling,
production and processing equipment and services, counterparty
credit risk, the uncertainty inherent in estimating natural gas,
natural gas liquids and oil reserves and in projecting future rates
of production, cash flow and access to capital, the timing of
development expenditures, and the other risks described in the
consent solicitation statement/information statement/prospectus and
under Item 1A. Risk Factors in the 2017 Annual Report and in
Eclipse Resources’ Quarterly Reports on Form 10-Q.
All forward-looking statements, expressed or implied, included
in this press release are expressly qualified in their entirety by
this cautionary statement and are based on assumptions that Eclipse
Resources or Blue Ridge believes to be reasonable but that may not
prove to be accurate. This cautionary statement should also be
considered in connection with any subsequent written or oral
forward-looking statements that Eclipse Resources, Blue Ridge or
persons acting on their behalf may issue. Except as otherwise
required by applicable law, Eclipse Resources and Blue Ridge
disclaim any duty to update any forward-looking statements to
reflect new information or events or circumstances after the date
of this joint press release. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181031005784/en/
Eclipse Resources CorporationDouglas Kris, Investor Relations,
814-325-2059dkris@eclipseresources.com
ECLIPSE RESOURCES CORP (NYSE:ECR)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
ECLIPSE RESOURCES CORP (NYSE:ECR)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024